SECOND AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT 

         THIS SECOND AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
    "Amendment") is made as of the 8th day of April, 1997, by and among
    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION ("Company"), SCT SOFTWARE &
    RESOURCES MANAGEMENT CORPORATION ("Borrowing Subsidiary") (collectively,
    "Borrowers" and individually a "Borrower") and MELLON BANK, N.A.
    ("Bank"). 

                                      BACKGROUND 

         A.  By a Credit Agreement dated June 20, 1994, as amended by
    Amendment and Modification to Credit Agreement dated of even date
    (collectively, the "Credit Agreement"), by and among Bank and Borrowers,
    Bank agreed, inter alia, to extend to Borrowers a revolving credit
    facility in the principal amount of up to Twenty Million Dollars
    ($20,000,000.00) (the "Revolving Credit"), as further evidenced by that
    certain Promissory Note dated June 20, 1994 payable to Bank in the
    original principal amount of Twenty Million Dollars ($20,000,000.00)
    (the "Note").   

         B. Borrowers have requested that Bank (i) permanently increase the
    maximum amount of the Revolving Credit to $30,000,000.00; and (ii)
    provide for a temporary increase in the Revolving Credit of
    $5,000,000.00 to a total of $35,000,000.00; all of which Bank is willing
    to do on the terms set forth herein. 

         NOW, THEREFORE, intending to be legally bound hereby, the parties
    hereto agree as follows: 

         1.  CAPITALIZED TERMS.  Capitalized terms not otherwise defined
    herein will have the meanings set forth therefor in the Credit
    Agreement. 

         2.     PERMANENT INCREASE.   

                (a) The definition of "Revolving Commitment" contained in
    Section 1.01 of the Credit Agreement is hereby amended to be
    "$30,000,000.00 plus the Temporary Increase until the Temporary Increase
    expires as provided in Section 2.01(a)(1) of the Credit Agreement." 

                (b) The reference to "Twenty Million Dollars
    ($20,000,000.00)" contained in Section 2.01(a) of the Credit Agreement
    is hereby deleted and replaced with "Thirty Million Dollars
    ($30,000,000.00)". 

         3.  THE NOTE.  The form of Note attached to the Credit Agreement as
    Exhibit "A" is hereby deleted and replaced with the form of Amended and
    Restated Note attached hereto as Exhibit "A" (the "Amended and Restated
    Note"). 

         4.  TEMPORARY INCREASE.  The following is hereby added to and made
    a part of the Credit Agreement as Section 2.01(a)(1) thereof:  

                "2.01(a)(1) Temporary Increase in the Revolving Commitment. 

                     Notwithstanding the limitation on the aggregate 
                outstanding amount of the Revolving Loans contained in 
                Section 2.01(a) above, subject to the other terms and 
                conditions of this Agreement, the maximum amount of the 
                Revolving Loans shall be increased by the principal amount 
                of Five Million Dollars ($5,000,000.00) (the "Temporary 
                Increase").  The Temporary Increase shall be available to 
                Borrowers under the Revolving Commitment for a period (the 
                "Redemption Period") commencing on April 9, 1997 and 
                terminating upon the first to occur of (i) October 9, 1997; 
                or (ii) the date of an advance under the Term Loan 
                contemplated in that certain Commitment Letter dated March 
                20, 1997 from Bank to Borrowers.  Borrowers shall use 
                proceeds of the Temporary Increase solely to fund redemption
                payments by Borrowers on the Subordinated Indenture.  Upon 
                expiration of the Redemption Period, the Temporary Increase 
                shall expire and the maximum amount available to Borrowers 
                under the Revolving Loans shall automatically, without 
                further action by or notice to or consent of Borrowers, 
                reduce to Thirty Million Dollars ($30,000,000.00). 

                     All sums advanced under the Temporary Increase shall be
                evidenced by Borrowers' joint and several promissory note in
                the principal amount of Five Million Dollars ($5,000,000.00)
                (the "Increase Note"), which shall be in the form attached  
                hereto as Exhibit "A-I", with the blanks appropriately 
                filled in.  The entire outstanding principal amount of the  
                Increase Note, and all accrued but unpaid interest thereon,
                shall be due and payable in full upon the expiration of the 
                Redemption Period.  Accrued interest on the Increase Note 
                shall be payable at all times, at the rates and in the same 
                manner as accrued interest on the Note, provided that 
                Borrower may not select an As-offered Interest Period or an 
                Interest Period for any Eurodollar Loan for sums advanced 
                under the Temporary Increase if such As-offered Interest 
                Period or Interest Period extends beyond the expiration of 
                the Redemption Period.  Until the expiration of the 
                Redemption Period and except as provided in this Section 
                2.01(a)(1), advances shall be available under the Temporary 
                Increase in the same manner and subject to the same 
                limitations as advances under the original Revolving 
                Commitment. 

                     All Revolving Loans shall be made under the Note until 
                the aggregate amount of outstanding advances thereunder 
                equals Thirty Million Dollars ($30,000,000.00); thereafter, 
                advances shall be made under the Increase Note in accordance
                with the foregoing.  All principal payments actually 
                received by Bank from Borrowers on Revolving Loans shall be 
                applied as follows: (i) first, to repayment of all principal
                advanced and outstanding under the Increase Note, then (ii) 
                to payment of principal advanced and outstanding under the 
                Note. 

                     Except to the extent necessary to avoid confusion or 
                inconsistency with the terms of this Section 2.01(a)(1), all
                references in this Agreement and the other Loan Documents to
                the "Note" shall mean the Note and the Increase Note, 
                collectively." 

         5.  USAGE FEE.  Borrowers and Bank hereby clarify and confirm that
    until the Temporary Increase expires as provided in Section 2.01(a)(1)
    of the Credit Agreement, the commitment fee required under Section
    2.01(d) of the Credit Agreement shall be calculated on 5/16 of 1% per
    annum of the unused portion of the $35,000,000.00 then available under
    the Revolving Commitment, payable quarterly as provided in Section
    2.01(d).  After the Temporary Increase expires, the commitment fee shall
    be calculated on 5/16 of 1% per annum of the unused portion of the
    $30,000,000.00 then available under the Revolving Commitment, subject to
    an increase to 3/8 of 1% per annum upon the occurrence of an Event of
    Default. 

         6.  DEFINED TERMS.  Borrowers and Bank hereby agree that, except as
    necessary to avoid confusion or inconsistency with the terms of this
    Amendment or the other Loan Documents, all references in the Loan
    Documents to: (a) the "Note" shall include the Amended and Restated Note
    and the Increase Note executed pursuant to this Amendment, as each may
    hereafter be amended, and (b) "Loan Documents" includes, inter alia,
    this Amendment, the Amended and Restated Note and the Increase Note. 

         7.  ADDITIONAL DOCUMENTS.  Borrowers shall execute and deliver to
    Bank, at Borrowers' sole cost and expense, (i) the Amended and Restated
    Promissory Note in the form of Exhibit "A" attached hereto; (ii) the
    Increase Note in the form of Exhibit "A-I" attached hereto; and (iii)
    any and all other documents, agreements, corporate resolution, searches,
    certificates and opinions as Bank shall request in connection with the
    execution and delivery of this Amendment or any documents in connection
    herewith, or to further evidence effect, enforce or protect any of the
    terms hereof or the rights or remedies granted or intended to be granted
    to Bank herein or therein, each of which shall be in form and content
    applicable to Bank.  At Borrowers' request, Bank has agreed to accept
    delivery of an opinion of Borrowers' and Guarantors' counsel on or
    before April 17, 1997.  Borrowers agree that (i) such opinion shall be
    in form and content acceptable to Bank; and (ii) failure to deliver such
    opinion by the foregoing date shall, without further notice to or
    consent of Borrowers or Guarantors, constitute an Event of Default under
    the Credit Agreement and each of the other Loan Documents. 

         8.  SECURITY.  Each Borrower acknowledges, confirms and agrees that
    the Revolving Commitment, as permanently and temporarily increased
    hereby, the Amended and Restated Note, the Increase Note and all other
    Debt owing by Borrowers, or either of them, to Bank are and shall
    continue to be secured by all rights and remedies securing the Revolving
    Commitment, including, without limitation, all the Guaranties and all
    rights and remedies granted to Bank in the Credit Agreement and/or the
    other Loan Documents, which Guaranties, rights and remedies are hereby
    reaffirmed and continued as security for the foregoing; and all of the
    Loan Documents are hereby amended to reflect the same. 

         9.  FURTHER ASSURANCES.  Each Borrower covenants and agrees to
    execute and deliver to Bank or to cause to be executed and delivered at
    the sole cost and expense of Borrowers, from time to time, any and all
    other documents, agreements, statements, certificates and information as
    Bank shall reasonably request to evidence or effect the terms hereof,
    the Credit Agreement, as amended, or any of the other Loan Documents. 

         10.  FURTHER AGREEMENTS AND REPRESENTATIONS.  Each Borrower does
    hereby: 

                (a) ratify, confirm and acknowledge that the Credit
    Agreement, as amended, and the other Loan Documents continue to be and
    are valid, binding and in full force and effect; 

                (b) covenant and agree to perform all obligations of
    Borrowers contained herein, under the Amended and Restated Note, the
    Increase Note, and under the Credit Agreement, as amended, and the other
    Loan Documents; 

                (c) acknowledge and agree that such Borrower has no defense,
    set-off, counterclaim or challenge against the payment of any sums owing
    under Loan Documents, the enforcement of any of the terms of the Credit
    Agreement, as amended, or the other Loan Documents; 

                (d) acknowledge and agree that except as previously
    disclosed to and consented to by Bank in writing, all representations
    and warranties of Borrowers contained in the Credit Agreement and/or the
    other Loan Documents are true, accurate and correct on and as of the
    date hereof as if made on and as of the date hereof; 

                (e) represent and warrant that no Event of Default or
    Potential Event of Default exists and all information described in the
    foregoing Background is true, accurate and complete; 

                (f) acknowledge and agree that nothing contained herein and
    no actions taken pursuant to the terms hereof is intended to constitute
    a novation of the Credit Agreement or any of the other Loan Documents,
    and does not constitute a release, termination or waiver of any of the
    guarantees, rights or remedies granted to the Bank therein, which
    guarantees, rights and remedies are hereby ratified, confirmed, extended
    and continued as security for the obligations of Borrowers to Bank under
    the Credit Agreement and the other Loan Documents, including, without
    limitation, this Amendment; and 

                (g) acknowledge and agree that a Borrower's failure to
    comply with or perform any of its covenants, agreements or obligations
    contained in this Amendment shall constitute an Event of Default under
    the Credit Agreement and each of the Loan Documents. 

        11.  BANK FEE, COSTS AND EXPENSES.  Upon execution of this
    Amendment, Borrowers shall pay to Bank a fee in the amount of Fifty
    Thousand Dollars ($50,000.00), which fee is payable to Bank in
    consideration for Bank's agreement to permanently and temporarily
    increase the Revolving Commitment as provided herein, is fully earned on
    the date hereof and is non-refundable for any reason.  Borrowers shall
    also pay to Bank all costs and expenses incurred by Bank in connection
    with the review, preparation and negotiation of this Amendment and all
    documents in connection therewith, including, without limitation, all of
    Bank's attorneys' fees and costs. 

        12.  INCONSISTENCIES.  To the extent of any inconsistency between
    the terms, conditions and provisions of this Amendment and the terms,
    conditions and provisions of the Credit Agreement or the other Loan
    Documents, the terms, conditions and provisions of this Amendment shall
    prevail.  All terms, conditions and provisions of the Credit Agreement
    and the other Loan Documents not inconsistent herewith shall remain in
    full force and effect and are hereby ratified and confirmed by
    Borrowers. 

        13.  CONSTRUCTION.  All references to the Credit Agreement therein
    or in any other Loan Documents shall be deemed to be a reference to the
    Credit Agreement as amended hereby. 

        14.  NO WAIVER.  Nothing contained herein and no actions taken
    pursuant to the terms hereof are intended to nor shall they constitute a
    waiver by the Bank of any rights or remedies available to Bank at law or
    in equity or as provided in the Credit Agreement or the other Loan
    Documents.  Nothing contained herein constitutes an agreement or
    obligation by Bank to grant any further increases in the Revolving
    Commitment. 

        15.  BINDING EFFECT.  This Amendment shall be binding upon and inure
    to the benefit of the parties hereto and their respective successors and
    assigns. 

        16.  GOVERNING LAW.  This Amendment shall be governed by and
    construed in accordance with the laws of the Commonwealth of
    Pennsylvania. 

        17.  HEADINGS.  The headings of the sections of this Amendment are
    inserted for convenience only and shall not be deemed to constitute a
    part of this Amendment. 

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
    as of the date first above written. 

                                  SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 

                                  By:./s/ Eric Haskell                    
                                  Eric Haskell, Senior Vice President 
    [CORPORATE SEAL] 

                                  SCT SOFTWARE & RESOURCE MANAGEMENT
    CORPORATION 

                                  By: /s/ Eric Haskell                    
                                  Eric Haskell, Senior Vice President 
    [CORPORATE SEAL] 


                                  MELLON BANK, N.A. 

                                  By: /s/ Jacob E. Reiter                 
                                  Jacob E. Reiter, First Vice President 




                              ACKNOWLEDGMENT AND CONSENT 

         The undersigned Guarantors hereby acknowledge and consent to the
    foregoing Amendment and agree that (i) all sums advanced under the
    Amended and Restated Note and/or the Increase Note, each as referenced
    in the Amendment, constitute "Guarantied Obligations under the terms of
    their respective Subsidiary Guaranty Agreements dated June 20, 1994,
    (the "Guarantees"); and (ii) the foregoing Amendment shall not
    constitute a release or waiver of any of the obligations of the
    undersigned to the Bank under any of the Guarantees, all of which are
    hereby ratified and confirmed. 

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound
    hereby, have executed this Acknowledgment and Consent, effective as of
    the date of the foregoing Agreement. 








                             SCT UTILITY SYSTEMS, INC. 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      


                             SCT GOVERNMENT SYSTEMS, INC. 
                             (formerly known as "SCT Public Sector, Inc.") 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      


                             SCT FINANCIAL CORPORATION 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      


                             SCT INTERNATIONAL LIMITED 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      


                             SCT PROPERTY, INC. 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP